Such a list covers the most important decisions that must be approved in advance by a particular majority of shareholders (this could be a requirement of unanimity depending on the number of shareholders present, but usually a percentage greater than 50%). The Standard Direct Shareholder Agreement (SSSA) does not cover the following: While each shareholders` agreement is specific to a given company, some provisions are usually included. We have set them out below and explained the approach taken in our proposal for the shareholders` agreement: what are some common restrictions or qualifications for these reserved issues? Some of them are broader versions of reserved common issues, which encompass them and are likely to be extended, such as: as a general rule, shareholders will agree to amend the articles if necessary in order to eliminate conflicts and to ensure that the articles comply with the obligations arising from the shareholders` agreement. As a safeguard against conflicts between these two documents, it is customary to include in the shareholders` agreement a clause relating to the applicable conditions in order to ensure that the shareholders` agreement takes precedence over the provisions of the articles. We have also prepared a model shareholders` agreement that contains all these default rules that you can buy and download. In an open dialogue, shareholders should discuss the provisions they may wish to include in the shareholders` agreement. For example, the respective rights related to separate classes of actions are usually included in the articles. This could include providing for a situation in which the agreement of a class or class of shareholders is necessary to make a specific decision binding on the company. If the shareholders` agreement and the articles of association have been properly prepared, there should be no contradiction between their respective provisions. However, in the event of a conflict, the articles take precedence in principle to the extent that the contrary provision relates to an obligation of the undertaking. Therefore, unless the company`s obligations are affected, priority is given to the provisions of a shareholders` agreement between shareholders. As you can imagine, reserved questions are more frequent at the shareholder level: our presentation for the shareholders` agreement lists all the points usually reserved, including: creation of fees, loans, loans, guarantees, modification of the share capital, payment of dividends, acquisition / disposal of certain assets, modification of the articles of association or voluntary dissolution of the company. Make sure that nothing limits the effective management of the company.
In most countries, registration of a shareholders` agreement is not necessary to be effective. In fact, it is the greater flexibility of contract law compared to corporate law that offers much of the raison d`être of shareholder agreements. These reserved matters are usually acts outside the normal activities of the company. Completing the list of reserved questions is always difficult. While this is essentially a negotiation about the shareholders or groups of shareholders who influence these potential shares of the company and its subsidiaries, there are other important considerations: before including a reserved issue at the shareholder level, you should keep in mind that shareholder agreements govern the relationship between shareholders within a company and define the different aspects of their operations in a private document. . . .